Cornered
by Moonstone Plus
Summary: After his argument with Mike, Will is cornered by two girls who are dead set on letting him try them.


**Cornered**

* * *

Will Byers was cornered.

Well more accurately, Will Byers was trapped in his own mind sitting on a bed with two pairs of hands placed on either of his legs. Hands that extended up into two girls, both of whom were leaning over the shocked teenage boy kissing rather passionately with their eyes shut. Forced to watch as their tongues slipped into one another's mouths, lips sliding across lips and sharing 'happy' sounds Will had never imagined hearing before in his life.

The fourteen-year-old wasn't entirely sure how it had happened and why he now had the girlfriends of two of his best friends on his bed and making out above him. All they kept saying to him was that this was going to give him some answers, not that he had any idea on what the question actually was. Except for how he was going to survive if Mike and Lucas ever learnt about what was happening in his bedroom. Unaware that not only did they know, they had agreed to their girlfriend's plans after much groaning from the boys about having to share _their _girl. Even if it was for Will.

He had each hand planted firmly on the bed to stabilise himself, having to lean back so that the girls had access to kiss.

Max was caressing Eleven's face as their kiss continued for what seemed like forever, with her thumb moving up and down the telekinetic girl's cheek. As for Eleven, she was busy playing with her best friend's long red hair and kept getting lost in the ember locks. She was fascinated with long, girlish hair, not fussing with the rather annoying bowl cuts and mullets that boys wore. Which is why she and Max had forced cuter hairstyles on Will and Mike; short, spiky hair for one and long black curls for the other.

"Uhh," Will's lips trembled as he watched on with reddened cheeks.

The girls ignored him and made out for a while longer, making their frenching more obvious now by taking breaks to show whose tongue was where. Max and Eleven rose up a little higher, cupping each other's cheeks before they finally broke away to catch their breath.

"So?" Eleven said after taking a gulp of air.

"Anything?" Leaning back on the bed, Max stared intently at a still nervous Will. She could already see that the boy was having no reaction besides embarrassed. "Guess not, huh? We could try again if you want,"

Will stared at her for a moment wanting desperately to see in her what Lucas, Dustin and Mike did. To no avail, of course. Will just had no interest in girls, a fact he partially made quite known by calling displays of boy on girl affection disgusting or gross.

Shaking his head, the blushing boy sighed. "No, I don't think it's going to work. Nothing's happened,"

The three all looked disappointed and fell into an awkward silence, none of them knowing quite what to do or say. This lasted for a few minutes, the teenagers all glancing awkwardly around the room trapped with their own thoughts. Will considered breaking the silence and announcing he had to go home, only to remember that they were _at_ his house, and to kick the girls out would just be rude. So he remained silent. At long last the one to break it was Max, who boldly smirked at Eleven.

"Do you wanna make out some more? That was _totally_ fun!" She exclaimed, acting as she had just asked to go skateboarding.

Eleven was taken off guard and almost shouted yes. But held her tongue. "Wh-what about Will?"

So glad that at least one of them had remembered him, the always kind boy hated the words that left his mouth next. He would do better to live without a tongue. It was that traitorous. Traitorous as it revealed that while he was slightly wishing that it would be Mike and Eleven making out, something about two girls was appealing to the teenage boy.

"It's fine, I don't mind if you two m-make out."

"Really?" Max raised an eyebrow, but couldn't stop smiling out of excitement. "Maybe we could try kissing Will too, El? Whatcha think?"

Those words had the other two sitting there staring at the redheaded girl in surprise, wondering if she had _really_ just said what they thought she did, then at each other with pink cheeks knowing Max was serious about it. While both extremely close with Mike, they had never had too much in common and only spoke when they were brought together. Now the suggestion of kissing was on the table, neither of the two could actually see themselves doing it. To Will, it had been a surprise just seeing the girls kissing or when they had arrived at his house to test things out.

Max rolled her eyes, giggling softly at the pair.

"Oh relax, guys I'm not being serious," She explained before caressing Eleven's cheek and bringing the telekinetic girl in for another soft kiss. "Except you, El. This is really fun,"

Still blushing, Eleven nodded in agreement. She was enjoying her time with Max; being allowed to just live life and make up all the rules for herself without the boys and Hopper deciding everything for her. With her hands still on Will's lap, Eleven's lips touched Max's glossed ones. She tasted so sweet that Eleven couldn't help herself but swipe her tongue across the sweet glossy lips and steal a taste of the cherry flavour. This time Max and Eleven's lips lasted longer together and she could really melt into their kiss. Strangely the sensation of their heated kiss only became more intense for the experimenting girls as Will started at them; Whom did not quite know what to do at that moment so just watched on as they continued.

All the fourteen-year-old boy could do was stare at the two girls as they made out for some time, returning to his thoughts. However, he was not able to remain silent long. A few moments later, Will let out a traitorous moan.

Looking instantly down, he saw Max's hand shamelessly rubbing his cock through his extremely small gym shorts. Even with the hand belonging to a girl, Will's dick twitched and slowly shifted as blood pumped into the organ.

"Ahhh! M-MAX!" He cried.

Max pretended not to hear the boy's protests, opting to continue massaging his slowly hardening cock. Easily overwhelming an inexperienced Will, she slipped her tongue into Eleven's mouth while a hand wrapped around his cock to feel as it hardened up to its full size. Running her fingers down the centre of his length had the girl breaking the kiss for a low wolf-whistle.

"_Not bad_, Byers!" Once more wrapping around it, Max felt up his thick five and three quarter-inch cock. Smaller than Lucas and Mike, from what Eleven had told, but quiet girthier. "Can we see it?"

Eleven mistook Will's shaking as a nod so focused hard on his small blue shorts that rode up so high that if he had not been wearing any underwear the boy's cock would be hanging out the leg. She visualised them leaving the boy's body, mentally pulling off Will's shorts. The boy fell back on the bed trying to grab the hem of his shorts to stop Eleven but found both wrists held tightly by a smirking Max. So he struggled as the girls stripped off his shorts, leaving the fourteen-year-old naked from the waist down.

Staring at the petite cock resting against his waist made both girls blush since they had never really pictured Will naked. Around his cock was a thin patch of brown pubes still growing in, extending up to a little treasure trail. If it hadn't been for Will's growth spurt then having a cock that thick would have looked unnatural on him. But Will had broadened out a little.

Both girls reached out to wrap a hand around its thickness, giving the boy a few strokes. Each movement made it throb and look even thicker; the flared pink head pulsed as waves of pleasure rocked Will's immature body, who had never felt the pleasure of another worshiping him. Though wishing it wasn't two girls stroking his cock or making out so close, Will couldn't bite back moans from the feeling of being jerked off. He struggled to keep his hips pinned down. It all felt too good for the fourteen-year-old who just wanted to fuck the hands working his length.

"St-stop…! _Shit._ Don't look at it!" Will cried out in spite of how good their teasing felt.

Surprised at the thickness of the slim boy's dick, Max stopped stroking to spit on her hand. And instead of going back to jerking Will, palmed the head in slow circular motions.

Feeling its intense heat pouring out through the tip, globs of precum beginning to form at the tip and Will only getting louder in his cries of pleasurable agony, the girls moved their hands faster. Will's whole body shuddered, his voice wavering while begging them to stop torturing him. But neither headed the pleads, too eager to see some spunk.

Max's glossed lips curled into a dirty smile. The girl kept her eyes on Will's, doing as he asked and not looking at the cock.

"Mmm, M-Max cut that out! T-too much," Groaning that the tip of his cock was growing hotter, Will bucked up into Eleven's hand and Max's wet palm.

"Why? It feels good, right?" Eleven asked shyly, brushing hair behind her ear.

Doing something that Mike always loved behind closed doors, the brunette girl lowered onto her knees and leaned in to take one of the cute boy's balls into her mouth, slobbering on the salty orb and rolling it around using her skilled tongue. They were nice and large, fun to suck on with the girl swapping between which she sucked so Will couldn't get used to the feeling. During the whole thing her hand continued to pump up and down very slowly, circling around to provide further pleasure that had Will groaning for the world to hear and fucking her hand. Eleven's eyes locked with Will's, noticing that the boy kept one eye shut and grit his teeth. Smiling at him, Eleven took both balls into her mouth, sucking on the large orbs hoping to bring him to an early orgasm.

"Oooh that's so hot, girl! Let me try one," Max cooed, kneeling down alongside her and starting to suck on one of Will's balls. Kneeling down in that position put her round ass on display, hugged tightly in a pair of short shorts.

The fourteen-year-old boy's eyes flickered to Max's ass, moaning a little as he saw how round it was and how the girlfriend of one of his best friends was practically wiggling it around in his face like she was begging for attention. For a moment he considered spanking her since it felt like the right thing to do, however the boy couldn't drag his eyes away from the two girls with his balls in their mouth. They were giggling as they sucked, taking the odd break to kiss and roll his sack around in their hand.

Whispering to her friend evilly, knowing that Will can't last much longer, Eleven took the next step and started kissing up the length of Will's cock.

"Wa-wait, stop! What about Mike, if he finds out you did this he would _kill me!_ Lucas too, i'd be-" A finger pressed to his lips.

"Shut up. Suck him, girl!"

Eleven aimed the cock upwards before moving in and engulfing the mushroom head of her boyfriend's cute best friend. Tasting its sweetness on the tip of her tongue, Eleven was eager for a full taste so started to take more into her mouth. It didn't take much of her warm, wet mouth and skilled tongue to make Will moan, almost bucking his hips to feel more. Eleven's tongue lapped at the sides and ran around the rim, getting the boy to shudder.

Bobbing slowly on the five and three quarter-inch cock gave Eleven a feel for just how thick it really was. Mike's cock was thin and pale while Will's filled her mouth nicely and had a slight tan. She sank down to take it deep into her throat, feeling as it throbbed against the walls of her throat.

As Will whimpered and bucked up, the girl pulled off with a loud giggle. There was some pre on her tongue and saliva hung between her lip and his dick.

An eager Max was quick to lick the sweetness off her friend's tongue, swallowing Will's precum. She found herself enjoying the slightly sweet taste of the thin liquid. Noticing that while very similar, it was nothing like Lucas's.

Eleven pulled her in for another kiss, only this time there was a cock between their lips. The girls' tongues played around the tip as they continued to make out happily, moaning down each other's throats and using their hands to feel each other up slightly. Slipping a hand inside Max's crop top, Eleven closed her hand around her new friend's perky breast, giving it a soft squeeze that caused the ginger to moan loudly into the kiss. She soon felt the same thing happening to her, with Max's hands finding their way into Eleven's jeans and groping the telekinetic's round butt. Meanwhile their tongue and lips were working Will's eager dick, with the boy bucking up into the warm wetness pleasuring him.

'_Why… why couldn't this be Mike!? Why am I liking this so much!_' His mind screamed, but his body wouldn't stop reacting to the girls. "Hhnnn…"

Suddenly Max straightened up, allowing Eleven to swallow Will to the root. She hummed around his cock, pleasuring it with vibrations.

The boy watched her sucking his dick for a little, embarrassed as Eleven kept on looking at him, before glancing sideways to a sight he never expected: Max's arms were crossed and the girl pulled her shirt up on opposite sides. An action that revealed her perky breasts and red bra to the two. While Will was just taken by surprise and grunted, Eleven was moaning around the cock just at the sight of her new best friend's body. The pale curves, cute little freckles and how Max wasn't even hesitating before reaching back and unclip the bra.

The fabric drifted down her thin arms, flowing down light as a feather before falling onto the bed. Max's nipples were a very pale pink, with a few small freckles dotted around the areola then beginning to fade down the rest of her body.

To Eleven, this was a sight hot enough to make her drip.

But to Will, seeing a girl like this seemed wrong. Looking away from the stripping freckled girl, his eyes returned to Eleven who was running her tongue up the length of his five and three quarter-inch cock. Her hand was wrapped around base, holding it upright while licking all over.

"Maybe it's time that Will tried some puss, don't you think?" Max said as she unbuttoned her short shorts, giving a small peek at her matching red panties. Soaked after having kissed the telekinetic girl and helped suck the cute gay boy's cock.

Eleven nodded slowly, accidentally using her powers to pull down Max's shorts. When they were finally kicked off the freckled girl stood there wearing a soaked pair of panties small enough that they barely covered her dripping wet pussy. Something that never got removed, with Max simply hooking inside and peeling them aside to reveal her pinkness.

Feeling it as his cheeks burned a bright pink, Will bit his lower lip and tried not to take a peek. But his eyes were traitors and moved to look up and down at her practically naked body; Nothing really turned him on about it bar the knowledge that he was moments away from having sex. Though wishing that it was with a boy, sex was sex and something he could brag about with a little pride. And it meant he didn't have to admit to his sexuality just yet. He was fine with only Mike, Eleven and Max knowing that for now.

Moving over to the gaping young boy, Max used a finger to gently push him down flat onto the bed. Then she slung one leg over his and straddled the boy's lap, her wet pussy hovering just slightly over his hot throbbing cock.

Eleven held it up for her, grinning. "Do it."

Every fibre of Will's being was against this, against letting a girl go any further but his body refused to say it. Some part of the dorky fourteen-year-old wanted sex so badly that it would even let a girl do it. So when her hips lowered and the warm, wet pussy lips met the tip of his cock, pushed the back of his head down hard into a blanket finding himself only able groan with pleasure feeling Max sinking down on his length.

Taking his hands and placing them to her hips, Max moaned at the feeling of Will entering her. With only the head inside, the girl started to grind her hips and make it move around inside to pleasure them both.

Since she was shirtless and riding a hot cock, Max decided that it was only right for Will to be shirtless, too. Besides, none of them had seen him shirtless before so she and Eleven were curious what kind of body was hidden under those lame t-shirts. So she gently eased it off Will, who was too lost in the feeling of something so wet, tight and hot around his shaft to fight back, taken by surprise to see what the cute, dorky boy neglected to show anyone.

Will Byers was ripped. A chiselled six-pack adorned his surprisingly sexy torso, with solid pecs and small dark pink nipples that made his body all the more attractive. Will's shoulders were broad and his once thin arms had beefed up nicely to complete the fourteen-year-old stud's sexy body. The sight of his defined muscles made both girls glad they gave him the new stylish haircut as it just made Will hotter; Any boy would be lucky to get a piece of him. Only if they allowed it. Not just anyone would be allowed to touch their friend.

Both girls moaned, licking their lips at the sight of Will's bare chest. A moan that only grew louder as Max slammed herself down on the full length of his five and three quarter-inch cock.

"Oh, god! Who knew you were _actually_ hot, Byers." She smirked, moving around to adjust for his sexy cock. Feeling so full with the thickness inside her, riding it was even better than with Lucas. "Mm, get up here El… If I can't kiss Will, then we got plenty of fun to have together,"

Eleven had been too caught up in watching her best friend riding her boyfriend's bestie to realise that she had fallen silent. Shaking out of the little trance, she climbed up to her knees and took Max's cheek in one hand. Guiding her closer into another deep kiss, allowing their tongues to play.

Bouncing up and down on Will's throbbing length with loud moans, Max started attacking the other girl's clothes. Almost ripping off the buttons to her jacket in an effort to get the beautiful view of Eleven's naked body, quick to throw the heavy denim away once Eleven helped shrug it off. As they kissed passionately, to her annoyance Will was doing none of the work and simply letting her do the riding. Rolling her eyes, Max shoved her tongue into Eleven's mouth and felt the girl instantly start to suck on it. With a smirk she started to undo the jeans keeping her from the girl's sweet dripping wet hole, blindly tugging them down. Their kiss broke for Eleven to strip them off but she too left on her panties. An old faded pink pair from Hopper's ex-wife. Regardless she was downright beautiful in them.

"Now we just need to remove your shirt. Hopper would kill us for this, huh?" The redhead giggled.

Eleven bit her lip and nodded, grinning a little at being rebellious. "Oh yeah. We would be in _big_ trouble,"

Lifting her arms up, her shirt was quickly pulled up then thrown carelessly onto the floor already littered with all of their clothes. Due to her small breasts and Hopper's refusal to admit she was grown up, Eleven wasn't in a bra underneath. She owned a few but was so used to going without that she now enjoyed the freedom. Besides, when Max's hands cupped the breasts she loved it even more.

"Mmm, fuck you two are hot!" Max moaned out, riding Will's whole cock and leaning in to kiss along Eleven's small breasts. "Why don't you taste me down there, Eleven? You guys have gotten me soaked,"

"Are you sure?" Eleven asked and got a small nod. So while she trembled a little with nerves, she lowered down onto the bed and tried to get between Max's legs. But because of the angle she had to shift around. Now she had a leg on either side of Will's head, almost straddling the boy's face without even meaning to. Her tits pressed to his six-pack, grinding as she moved closer to Max's sweet pussy before running her tongue along the hole. It was so full of cock that she ended up licking that too, much to Will's pleasure.

However, with a pussy so close to his face the boy was whining. Looking away and scrunching up his face, the boy hated it being so close.

Eleven ran her tongue up and down Max's pussy, getting mouthful after mouthful of her tasty juices. Flicking at it with her tongue and even sucking on the clit a little just to get a full taste of another girl's pussy.

"You are so yummy, Max… And it looks so big inside of you; d-does it feel nice?" She asked in a low voice. After noticing the whining coming from below her, Eleven rolled off of Will. "Oh, sorry Will."

"I-i-it's okay… ngh, gooood Max! Sl-slow down…" Will groaned as the girl moved faster on his dick.

"It feels too good to slow down!" Grinning and throwing her head back, Max's orange hair and round pale breasts bounced around as she rode him at a nice speed. Feeling his precum pouring inside.

After a few seconds a pair of lips pressed to hers.

Max moaned into Eleven's mouth as she rode hard on the twink boy's dick, her petite young breasts bouncing with each slam of the hips down onto Will's lap. The feeling of his tender hands on either hip sent shivers up the girl's spine, who internally begged for the boy to start using harder thrusts instead of just letting her take him for a ride. Trying to give him the picture, Max rode Will with short hard slams. Grinding her hips and pussy down against his dick for a while, too, just so that Will would lose himself to the pleasure and become fed up with the teasing.

"Mmm fuck yes, Will! Your dick's so thick. _Damn,_" She cried out after breaking the kiss and resting her forehead against Eleven's. "Fuck me harder!"

In spite of himself, Will positioned himself with both feet pinned to the bed. Then, using his slim hips, the teenage boy began to thrust up deep inside of Max's sweet, tight pussy. With his surprise muscles it wasn't a hard feat. Pistoning in and out of the slutty wet hole at a fast pace that brought both teens to cry out in satisfaction. Will started putting in all the work, finally allowing himself to enjoy the experience purely because there was something around his cock. While he would prefer to have Mike in her place, just feeling Max's hole milking him had the boy unable to stop grinning. His balls slapped against her freckled ass fucking they fucked harder, deeper and faster.

"Ugh, h-how are you so tight?" He cried out, with the feeling of Max's pussy squeezing him becoming too much.

Max pushed herself down to meet the cock every time he was thrusting back inside, moaning deeply. Her lips broke off from Eleven, who watched in awe of the two going at it like animals.

"Sto-stop talking and just fuck me, Byers! Holy shit, El when he cums you are so trying this." She said while planting small, sweet kisses on the other girl's lips. "Mm, deeper! Push it all the way!"

Without stopping his needy thrusts, the boy's eyes widened. "A-after I cum? I-inside you?"

Before the freckled girl could answer, Eleven cut in quietly. "I try that? But, Mike has never-"

Rolling her eyes, then sitting down hard on the boy, Max looked at the two with a look that told them to be quiet. Sweat ran down her beautiful curved body as she ground her hips in small circles, rolling the thick five and three quarter-inch cock around inside. It fit her perfectly, reshaping Max's pussy. "You two are both dorks. No don't cum in me, pull out first. And _yes_ try it! Mike can't just treat you like you're not a hot badass. Besides, you dump his ass."

The other two felt their cheeks flush red but allowed the feisty girl to lead.

She rode the boy's cock like it was her mission, grunting as the full length of his thickness invaded her tight hole. The heat and tightness as she flexed around Will's sexy cock was enough to push the young boy over the edge. With a loud grunt, he slammed his hips upwards and his cock rammed against Max's G-spot. They both cried out in unison as the stud's thick cum unloaded inside of her, unable to stop himself in time. Ropes of hot white cum flooded her hole but Max was loving the feeling too much to pull off.

Will pumped her full of cum, his mouth wide open as he rode an orgasmic high. His cock throbbed uncontrollably, finishing the last few globs of cum.

"Uhhhh… th-that was so… Oh, man," Will sighed, feeling just about spent. "Sorry, Max… I couldn't-"

"It's fine." Max replied with a teasing snarl. "I won't hate you, for a _kiss_."

She leaned in and without asking planted a small kiss on the boy's petite lips, feeling him scrunch his face up but not fight the kiss. Running her lips across his lips, Max's hands felt up his chiselled body and grinded around Will's cock to keep the stud hard as a rock for Eleven's turn.

The kiss was thankfully short, with the ginger girl climbing off and rolling back onto the bed. Fingering her hole slightly to scoop out some of his cum, getting slick fingers coated with it. There was a surprising amount in there which led to wondering just how little the boy must jack off. If he ever had, for that matter. Though Max didn't have to worry about getting all of it out as suddenly Eleven was down between her legs lapping at her pussy once more. Her small moans seemed to betray Eleven's enjoyment, who was happy to eat out Max even with Will's cum in there.

"Mmm, you taste good too, Will." She said with cum on her tongue before swallowing the saltiness. "So much…"

Will didn't feel like he had much more left in his balls, but his raging hard cock refused to go down. Just thinking of what Mike was going to do to him after finding out what happened today turned the teenager on, wondering if the dark-haired boy would spank him or fuck him just like he had fucked Max. And he knew they weren't done just yet. Eleven's ass was wiggling around while she lapped at Max's overflowing hole, who busied herself playing with her pale tits and moaning.

Knowing what was expected of him, Will Byers got down on the floor propped up on both knees. After shuffling close to Eleven's pale ass and lining his thick five and three quarter-inch cock up with her soaked pussy, the boy gently pushed the head inside of her.

Eleven pressed her tongue deeper into Max, moaning into the ginger girl. Crying out with pleasure as she was finally paid some _real_ attention, the brunette girl tightened around the cock as it eased deeper inside.

"I c-can't tell who's tighter! Are all holes like this?!" Will groaned, starting to move in and out. Slowly as he was out of energy, but something told him they were all a little worn out. Except maybe Eleven; Her tongue was treating Max's pussy like a popsicle the way she was licking it. Will could only giggle, knowing that he would do that too if it was Mike's cock. Fucking her tightness slowly, his sensitive dick throbbing. "I don't think I have have cum left,"

"That's okay, this is fun anyway!" Eleven encouraged, pushing her ass back and forcing Will balls deep into her pussy. His balls slapped against her, with the boy taking the girl's hips and starting to fuck her a little harder. Using up all the energy he had left.

The three continued for another fifteen minutes before all found themselves worn out and realised they had been in that stuffy bedroom for well over an hour. Sticky, hot but thankfully all fully satisfied. Since they had figured out everything they needed to know, the girls _finally_ revealed where they hid the bedroom key and unlocked the door. Nobody would be home for another hour or two so they chose to wash off the mess, and help Will change his sheets.

But when the girls announced they were going for a shower, Will didn't expect to be cornered. Again.

Pinned up against the shower wall, Will was wide-eyed as Max was eagerly kissing the fourteen-year-old boy and had one hand stroking his softened cock. Meanwhile, Eleven was on her knees sucking at the head trying to bring life back to his cock. Their wet bodies all get back a little energy for another round or two.

A gay boy and two girls who were using him for his body, and since Will was too polite to say no.

It was going to continue for as _long _as they could get it.


End file.
